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This is filed pursuant to Rule 497(c).
File Nos. 33-66630 and 811-07916.
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Alliance Capital [logo] ALLIANCE UTILITY INCOME FUND
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February 1, 1996
Supplement to Prospectus dated February 1, 1996 for Massachusetts
Investors
Prospective Massachusetts investors should know that the
Fund may invest up to 35% of its portfolio in lower rated bonds,
commonly known as "junk bonds", which are subject to greater risk
of loss of principal and interest.
Prospective Massachusetts investors should note that
investments by the Fund in foreign securities involve certain
special considerations and risks which are described in
particular within the Prospectus.
(R) This is a registered mark used under license from the owner,
Alliance Capital Management L.P.
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